-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUFE9NW838Tpe1PDqfEMf8oUBokR9ciq5M9p7Mzr+5SYEJwy/19bu3JIwPJUnGX4 AthuY5Zop7oDAg0RWgTrfQ== 0001015402-00-000771.txt : 20000329 0001015402-00-000771.hdr.sgml : 20000329 ACCESSION NUMBER: 0001015402-00-000771 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000313 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOCPLANET COM INC CENTRAL INDEX KEY: 0000312651 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 840645174 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-09065 FILM NUMBER: 580234 BUSINESS ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 5200 CITY: DENVER STATE: CO ZIP: 80202-5638 BUSINESS PHONE: 3032799375 MAIL ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 5200 CITY: DENVER STATE: CO ZIP: 802025638 FORMER COMPANY: FORMER CONFORMED NAME: DOCSALES COM INC DATE OF NAME CHANGE: 19990903 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN PHARMACEUTICALS INC DATE OF NAME CHANGE: 19940415 FORMER COMPANY: FORMER CONFORMED NAME: BENEDICT NUCLEAR PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM 8-K -------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 13, 2000 DOCPLANET.COM, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) COLORADO ____________ 84-0645174 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.) 3000 W. WARNER AVENUE SANTA ANA, CALIFORNIA 92704-5311 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (Zip Code) Registrant's Telephone Number, including area code: (714) 754-5800 NOT APPLICABLE (Former name, former address and former fiscal year if changed since lastreport) - -------------------------------------------------------------------------------- ================================================================================ ITEM 5. OTHER EVENTS Conversion of Debt - -------------------- In the past, DocPlanet.com, Inc. (the "Company") has borrowed money from certain shareholders, directors and officers of the Company. The loans are evidenced by promissory notes which bear interest at the bank prime rate plus 2%. Certain of the promissory notes were payable on demand, while certain of the promissory notes were payable on April 1, 1998 and were past due on November 30, 1999. By letter dated October 29, 1999, Charles R. Drummond committed not to demand payment of, or take action to collect on, the promissory notes, including those past due, owed to him until August 31, 2000 or such time as the Company has the ability to pay such notes. By resolution dated December 21,1999, the Board of Directors of the Company approved the conversion of loans from directors and officers of the Company, in whole or in part, into common stock, no par value per share ("Common Stock"), of the Company at $3.00 per share. Pursuant to a Conversion Agreement dated March 13, 2000, to be effective as of February 29, 2000, Charles R. Drummond exercised his right of conversion by converting all of the $6,839,103 debt, which includes accrued interest through February 29, 2000, owed to him by the Company into 2,279,701 shares of the Company's Common Stock. 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable (c) Exhibits 99.1* Press Release dated March 13, 2000 99.2* Conversion Agreement dated March 13, 2000. ____________________ *filed herewith 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DOCPLANET.COM, INC. By: /s/ Charles R. Drummond ----------------------------------------- Charles R. Drummond ----------------------------------------- Chairman, Chief Executive Officer and ----------------------------------------- Treasurer ----------------------------------------- Date: March 13, 2000 EXHIBIT INDEX Exhibit - ------- Number Description - ------- ----------- 99.1* Press Release dated March 13, 2000 99.2* Conversion Agreement dated March 13, 2000. - ----------------- *filed herewith EX-99.1 2 EXHIBIT 99.1 DOCPLANET.COM ANNOUNCES TWO SIGNIFICANT STEPS TOWARD IMPROVING ITS FINANCIAL POSITION MONDAY, MARCH 13 2000 1:57 AM EST SANTA ANA, Calif., Mar 13, 2000 (BUSINESS WIRE) -- DocPlanet.com, Inc. (OTCBB:DOCP) announced that Charles R. Drummond, Chairman and CEO, has converted his $6.84 million in long-term debt and accrued interest at $3.-/share into 2.28 million shares of Common Stock, and a private placement was completed for $1.80 million of Common Stock. The conversion was consistent with the terms approved by the full Board of Directors in December. In announcing the developments, DocPlanet's Vice President of Finance, David Lantz, said, "We believe that the receipt of funding and the conversion of our Chairman's debt indicates confidence in DocPlanet.com from outside investors and from our senior management. These transactions significantly reduce our debt and provide more financial flexibility for the pursuit of our future plans." About DocPlanet.com, Inc. DocPlanet.com is a business-to-business (B2B) e-commerce company providing pharmaceuticals, frequently ordered consumables and e-prescription services to office-based physicians. DocPlanet has built its business-to-business solutions with the best available technology partners, including Oracle (Nasdaq:ORCL-news), BroadVision (Nasdaq:BVSN-news), Exodus Communications (EXDS-news) and MasterChart, Inc. DocPlanet.com provides over 5,000 physicians with an online partner for pharmaceutical products, e-prescription management and medical/surgical supplies in approximately 1,500 locations across the United States. This press release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties or other factors, which may cause actual results, performance or achievements expressed or implied by such forward-looking statements to vary from those forecast or implied in this release. Factors that might cause such a difference include, without limitation, decline in demand for the company's products or services, and the effect of general economic conditions affecting the industry. EX-99.2 3 EXHIBIT 99.2 CONVERSION AGREEMENT -------------------- THIS CONVERSION AGREEMENT ("AGREEMENT") IS ENTERED INTO AS OF MARCH 13, 2000 BY AND BETWEEN DOCPLANET.COM, INC., A COLORADO CORPORATION (THE "COMPANY"), AND CHARLES R. DRUMMOND ("MR. DRUMMOND"). W I T N E S S E T H: WHEREAS, IN THE PAST, THE COMPANY HAS BORROWED MONEY FROM CERTAIN OF ITS SHAREHOLDERS, DIRECTORS AND OFFICERS, INCLUDING MR. DRUMMOND, THE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND TREASURER OF THE COMPANY; AND WHEREAS, BY RESOLUTION DATED DECEMBER 21,1999, THE BOARD OF DIRECTORS OF THE COMPANY APPROVED THE CONVERSION OF LOANS FROM DIRECTORS AND OFFICERS OF THE COMPANY, IN WHOLE OR IN PART, INTO COMMON STOCK, NO PAR VALUE PER SHARE ("COMMON STOCK"), OF THE COMPANY AT $3.00 PER SHARE; AND WHEREAS, AS OF FEBRUARY 29, 2000, THE COMPANY WAS INDEBTED TO MR. DRUMMOND IN THE AMOUNT OF $6,839,103 (the "Debt"); and WHEREAS, MR. DRUMMOND AND THE COMPANY DESIRE TO CONVERT THE DEBT INTO COMMON STOCK OF THE COMPANY. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES DO HEREBY AGREE AS FOLLOWS: 1. CONVERSION. THE DEBT SHALL BE CANCELED AND CONVERTED INTO 2,279,701 ---------- SHARES OF COMMON STOCK OF THE COMPANY (THE "CONVERSION"). 2. EFFECTIVE DATE. THE CONVERSION SHALL BE EFFECTIVE AS OF 7:00 A.M. --------------- (CENTRAL STANDARD TIME), ON FEBRUARY 29, 2000. 3. ENTIRE AGREEMENT. THIS AGREEMENT IS THE PARTIES' ENTIRE AGREEMENT ----------------- AND SUPERSEDES ALL PRIOR REPRESENTATIONS AND AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF. 4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE -------------- STATE OF TEXAS. IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS AGREEMENT ON THE DATE FIRST WRITTEN ABOVE. DOCPLANET.COM, INC. BY: ------------------------------ NAME: ------------------------------ TITLE: ------------------------------ ------------------------------ CHARLES R. DRUMMOND, IN HIS INDIVIDUAL CAPACITY -----END PRIVACY-ENHANCED MESSAGE-----